Goldcorp to acquire Canplats Resources

Goldcorp is a mining company involved in the exploration, extraction, and processing of gold, while Canplats is engaged in the acquisition, exploration, and development of precious and base metal prospects.

Under the arrangement, each share of Canplats will be exchanged for 0.07 of a common share of Goldcorp and an interest in a new exploration company with a notional value of CAD0.18 ($0.17) per share, representing a combined value of CAD3.60 ($3.42) per share based upon the closing price of the Goldcorp shares on November 13, 2009. This represents a premium of approximately 41% over the closing price of Canplats shares on November 13, 2009.

The number of Goldcorp shares to be issued will be approximately 4.3 million based on the issued and outstanding shares and depending on the number of options and warrants exercised under the arrangement. In the event that the transaction is not completed, Canplats has agreed to pay Goldcorp a termination fee equal to CAD7.2 million ($6.84 million).

Upon closing, Goldcorp will assume ownership of Canplats' Camino Rojo Project, located approximately 50 kilometers southeast of Goldcorp's Penasquito mine. As part of the arrangement, a new exploration company will be created and 90.1% of its shares will be distributed to Canplats shareholders. The company will hold interests in certain early-stage exploration properties located in Durango and Chihuahua states, Mexico and cash in the amount of CAD10 million through a newly-incorporated, wholly-owned Mexican subsidiary.

The arrangement has been approved by the Boards of Directors of Goldcorp and Canplats. The officers and directors of Canplats have entered into lock-up and support arrangements with Goldcorp under which they have agreed to vote in favor of the transaction, such shares, options and warrants representing approximately 6.6% of Canplats' outstanding shares, options and warrants.

Genuity Capital Markets and Salman Partners, the financial advisor to the special committee of the Board of Directors of Canplats have provided oral opinions to Canplats' Board of Directors and the special committee, respectively, that the consideration under the arrangement is fair, from a financial point of view, to Canplats' shareholders.

Cassels Brock & Blackwell LLP and Neal, Gerber & Eisenberg LLP are acting as legal advisors, while GMP Securities L.P is acting as financial advisor to Goldcorp. Lawson Lundell LLP, Skadden, Arps, Slate, Meagher & Flom LLP, and Blake, Cassels & Graydon LLP are acting as legal advisors, while Genuity Capital Markets, Salman Partners are acting as financial advisors to Conplats.

The transaction is expected to close in January 2010.

Deal Value (US$ Million) 226.35
Deal Type                Acquisition
Sub-Category             100% Acquisition
Deal Status              Announced: 2009-11-16

Deal Participants

Target (Company)   Canplats Resources Corporation
Acquirer (Company) Goldcorp, Inc.

Deal Rationale

The acquisition of Canplats fits very well with Goldcorp's strategic goals of enhancing opportunities in and around its core assets. The acquisition also accelerates Goldcorp's regional exploration and development initiatives in order to leverage its strong presence in the highly prospective district.

Bid Premium ($ per share) 41

For full details on Goldcorp Inc (GG) GG. Goldcorp Inc (GG) has Short Term PowerRatings at TradingMarkets. Details on Goldcorp Inc (GG) Short Term PowerRatings is available at This Link.

For full details on (CPQRF) CPQRF. (CPQRF) has Short Term PowerRatings at TradingMarkets. Details on (CPQRF) Short Term PowerRatings is available at This Link.